Glucotrack amends terms of senior secured convertible note

What the amendment says

Glucotrack, Inc. filed a form of Amendment No. 1 to the senior secured convertible promissory note it issued on September 10, 2026, under a securities purchase agreement of the same date. The exhibit leaves the name of the holder and the amendment's date blank. Its recitals say the change was made "in order to comply with Nasdaq listing requirements." The amendment takes effect only when the company and every holder of notes under that purchase agreement have signed a counterpart.

Erik Emerson, chief executive officer, signs for Glucotrack. The exhibit names no placement agent, financial advisor or counsel, and it does not state the note's principal amount, interest rate or maturity.

The floor price and the dilution rules

The amendment rewrites the note's dilution clauses so that the conversion price cannot fall below the floor price. The clauses still reset the conversion price after a dilutive issuance, a share split or a share combination, but each reset stays no lower than the floor.

The floor price is now defined as 20% of the Nasdaq Minimum Price of the common stock on the issuance date, subject to adjustment under the note. The amendment states that no conversion may occur below that floor.

If an adjustment is needed but the note does not provide for one, the board must determine an appropriate adjustment. If the holder rejects it, the board and holder must agree on an independent investment bank to decide the matter, and the company pays that bank's fees.

The make-whole payment in cash

The rewritten Section 3.8 covers a conversion that would price below the floor. In that case the conversion price is set at the floor, and the holder receives no extra shares. The company instead pays the holder a cash "True-Up Amount," equal to a "Share Shortfall" multiplied by the lowest VWAP on the trading day before the conversion date.

Each conversion creates a separate True-Up Amount obligation. If the company does not pay that amount when due, the unpaid sum bears interest at the past due rate, and the failure is an event of default under the note. The company would need cash on hand whenever a conversion triggers a true-up.

Cash and losses

Company filings show year-end cash and cash equivalents of $7.4 million for 2025 and $5.6 million for 2024. The 2025 figure comes from a 10-Q filed August 14, 2026, and the 2024 figure from a 10-K filed March 30, 2026. At June 30, 2026, cash and cash equivalents were $1.1 million, according to the 10-Q.

Research and development expense was $9.8 million in 2025, compared with $9.5 million in 2024. The net loss was $19.4 million in 2025, against $22.6 million in 2024. Cash used in operations rose to $15.2 million in 2025 from $12.5 million in 2024.

With $1.1 million on hand at June 30, 2026, the company's cash position is small against a year in which it used $15.2 million in operations. The exhibit does not say how Glucotrack expects to pay any true-up amounts or fund operations, and it describes no new funds from the amendment.

Who must sign

The exhibit refers to the Requisite Holders as defined in the purchase agreement. The signature blocks for the holder and those holders are blank in the form filed, and the filing does not say how many notes were issued or to whom, beyond a reference to a series of amendments signed by each holder.

Because the amendment takes effect only when the company and all holders have signed, a single missing signature would leave it ineffective for every holder.

What comes next

Once all holders sign, the 20% floor governs every conversion, and any conversion below the floor requires a cash payment. The exhibit gives no date for the signatures, and it sets no timetable for the company's payments or its programs.

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